Ross Matthews
About Ross B. Matthews
Ross B. Matthews (age 70) has served on HF Sinclair’s Board since 2022. He is Chief Operating Officer of REH Advisors Inc. (parent of REH Company, LLC, formerly The Sinclair Companies) and previously was Chairman and CEO of Sinclair Oil from October 2009 to March 2022, having joined Sinclair in 2000 as VP of Exploration & Production . He is not independent under NYSE standards due to his REH role and family control of REH, which owns more than 5% of HF Sinclair’s common stock . All directors attended at least 75% of Board and committee meetings in 2024; the Board met six times; the Finance Committee met four times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sinclair Oil (formerly Sinclair Oil Corporation) | Chairman & Chief Executive Officer | Oct 2009 – Mar 2022 | Led refining, marketing, renewables businesses acquired by HF Sinclair |
| Sinclair Oil | Vice President, Exploration & Production | From Jun 2000 | Senior upstream leadership prior to CEO role |
| Sinclair Oil | Director | Jan 2006 – Mar 2022 | Board oversight prior to HF Sinclair combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| REH Advisors Inc. (parent of REH Company, LLC) | Chief Operating Officer | Current | Immediate family controls REH; REH owns >5% of HF Sinclair stock |
| Comfort Systems USA, Inc.; Jacobs Solutions Inc.; etc. | — | — | No other public company directorships disclosed for Matthews |
Board Governance
- Committee assignments: Finance Committee member; no chair roles disclosed .
- Independence: Not independent due to REH affiliation and ownership; serves as REH designee under the Stockholders Agreement .
- Attendance/Engagement: All directors attended ≥75% of Board/committee meetings in 2024; Board met 6x; Finance Committee met 4x .
- Board leadership/environment: Independent Chair (Franklin Myers); regular executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $120,000 | Standard non-management director retainer |
| Finance Committee Member Fee | $14,000 | Member fee (chair is $20,000) |
| Meeting Fees | $0 | HF Sinclair does not pay meeting fees |
| Total Cash Fees (2024) | $134,000 | Matches Director Compensation Table |
| Annual RSU Grant (2025 cycle granted Nov 13, 2024) | $160,008 | 3,772 RSUs; vests Dec 1, 2025; dividend equivalents payable |
| Director Compensation Program (unchanged for 2025) | — | Cash/RSU structure unchanged YoY |
Performance Compensation
- Directors do not receive performance-based pay; annual equity grants are time-vested RSUs (no options or PSUs for directors) .
Other Directorships & Interlocks
| Company/Entity | Relationship | Governance/Interlock Detail |
|---|---|---|
| REH Advisors Inc. / REH Company, LLC | Officer (COO) and family-controlled | REH received HF Sinclair shares in the Sinclair Transactions; holds ~16,057,699 shares (8.52%); has director designation rights; registration and voting agreements per Stockholders Agreement . |
Expertise & Qualifications
- “Significant experience and insight into the development of energy infrastructure through extensive experience in the oil and gas industry” (Board biography) .
- Industry operations and executive leadership background at Sinclair supports Finance Committee contributions .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 11,641 HF Sinclair common shares (director) |
| RSU Position | 3,772 RSUs granted Nov 13, 2024 for 2025 cycle; vest Dec 1, 2025 |
| Ownership Guidelines | Directors must hold ≥5x annual Board cash retainer; 5-year compliance window; as of Dec 31, 2024 all non-management directors were compliant or within grace period |
| Hedging/Pledging | Prohibited by Insider Trading Policy (anti-hedging and anti-pledging) |
| REH Ownership Context | REH Advisors holds ~16,057,699 shares (8.52% of outstanding), underscoring alignment but potential influence |
Related Party Transactions (REH) – 2024
| Transaction | Amount | Notes |
|---|---|---|
| Private share repurchase from REH | — | 7,864,761 shares repurchased in privately negotiated transactions (dollar value not disclosed) |
| Salt Lake City office lease operating expenses | ~$0.7 million | HF Sinclair’s share of operating expenses under lease with REH |
| Fuel sales to REH hospitality properties | ~$49.6 million | Distributor sales contracts to REH subsidiaries |
| Payments to REH subsidiaries (business-related expenses) | ~$0.2 million | Hotel stays, meals, fuel charges, conference services |
| Tax refund-related payments to REH | ~$3.2 million | Per Business Combination Agreement (BCA) |
| USDA Biofuel Producer Program remittance from REH | ~$12.1 million | Payment to HF Sinclair per BCA |
| Reimbursement of expenses by REH | ~$1.4 million | HF Sinclair-paid expenses reimbursed by REH |
| Governance Controls | — | All transactions approved by HF Sinclair’s Audit Committee; ongoing mutual indemnities per Stockholders Agreement |
Compensation Structure Notes
- Director equity: Annual RSU grants with one-year vest; accelerated vesting on change-in-control, death, disability, retirement; dividend equivalents in cash; no options granted .
- Deferred compensation: Directors may elect to defer cash retainers and/or RSUs under nonqualified plans; 2024 participants named (not including Matthews) elected deferrals; dividend-equivalent and payout mechanics disclosed .
- Peer benchmarking: Director pay reviewed against same 17-company compensation peer group used for executives .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~96% of votes cast, consistent with prior years (signal of broad investor support for compensation framework) .
Governance Assessment
- Strengths: Independent Board Chair; robust committee structure; regular executive sessions; stock ownership and anti-hedging/pledging policies; Audit Committee oversight of related party transactions; proxy access and majority voting .
- Concerns/RED FLAGS:
- Independence: Matthews is not independent; serves as REH designee with immediate family control of REH, which is a significant shareholder .
- Related-party exposure: Material transactions with REH (fuel sales, leases, tax/USDA settlements, share repurchases) require ongoing rigorous oversight to mitigate conflicts .
- Influence risk: Stockholders Agreement grants REH director designation and voting provisions; while there are lock-up/standstill mechanics, investors should monitor REH’s ownership changes and any Board influence .
- Net view: Board processes and Audit Committee approvals are clear mitigants, but the REH affiliation and transaction volume warrant continued scrutiny of Finance Committee deliberations and capital actions, especially repurchases and capital project approvals .